This extraction is sourced from Marinus's 8-K exhibit (Exhibit 99.2) filed with the SEC on December 30, 2024, carrying the joint press release announcing the signed merger agreement. The transaction represented the culmination of a strategic alternatives review process Marinus had announced on October 24, 2024. At the time of this filing the tender offer had not yet commenced, and the deal remained subject to customary closing conditions including a majority of outstanding Marinus shares being tendered.
Barclays Capital Inc. acted as Marinus's exclusive financial advisor on the sell side, while MTS Health Partners LP acted as Immedica's exclusive financial advisor on the buy side. Each bank held a sole advisory mandate for its respective party.
On the legal side, Hogan Lovells LLP served as legal counsel to Marinus, while Gibson, Dunn & Crutcher LLP served as legal counsel to Immedica; Fuchs Patentanwälte Partnerschaft mbB separately served as intellectual property counsel to Immedica on the transaction.
Under the terms of the agreement, Immedica, through a wholly owned subsidiary, was to commence a cash tender offer for all outstanding Marinus common stock at $0.55 per share, representing a 48% premium to Marinus's closing price as of December 27, 2024 and a 97% premium to the 30-day volume-weighted average price preceding announcement. The Marinus board unanimously approved the deal and recommended stockholders tender their shares, and each Marinus director and named executive officer undertook to tender their own shares. The transaction was expected to close in the first quarter of 2025.
The press release does not disclose specific advisory fees paid to Barclays or MTS Health Partners, nor does it break out any termination fee or financing details for the all-cash tender offer beyond the aggregate enterprise value figure.